[Section 1.1] of the Loan Agreement is hereby amended by inserting the following new definitions in their proper alphabetical order:

[Section 1.1] of the Existing Credit Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order:

[Schedule 1.01(b)] to the Credit Agreement is hereby amended and restated to read in its entirety as set forth on Annex I hereto.

[Section 1.01] (Defined Terms) of the Credit Agreement is hereby amended by replacing the defined terms “Eurodollar Rate”, “Maturity Date”, and “Replacement Rate” in their entirety with the following corresponding terms:

[Section 1.01] of the Credit Agreement is hereby amended by deleting the definitions of “Fee Letter” and “Loan Documents” in their entirety and inserting the following definitions in their stead:

[Section 1.01] is hereby amended by amending and restating the definition of “Amended and Restated Fee Letter” to read in its entirety as follows:

[Schedule 1.1(b)] contains a correct, current and complete list of: # all Intellectual Property Registrations, specifying as to each, as applicable: the title, mark, or design; the jurisdiction by or in which it has been issued, registered or filed; the patent, registration or application serial number; the issue, registration or filing date; and the current status; # all unregistered Copyrights and Trademarks included in the Intellectual Property Assets; # all proprietary Software included in the Intellectual Property Assets; and # all other Intellectual Property Assets (whether or not they are registrable or patentable) that are used or held for use in the conduct of the Business as currently conducted.

[Schedule 1.1] of the Agreement hereby is replaced in its entirety with [Schedule 1.1] attached hereto.

[Section 1.1] of the Loan Agreement is hereby amended as follows:

[Section 1.3] of the License Agreement is replaced in its entirety with the following: